Securities Act of 1933: Primary federal law governing the initial offering and sale of securities, requiring registration unless an exemption applies. Critical for determining how the finder can legally facilitate capital raising.
Securities Exchange Act of 1934: Regulates secondary market trading and defines broker-dealer activities. Section 15(a) specifically addresses broker-dealer registration requirements that may apply to finders.
State Blue Sky Laws: State-specific securities regulations that may impose additional requirements on finders and capital raising activities within each state's jurisdiction.
Regulation D: SEC rules governing private placement exemptions, particularly Rules 506(b) and 506(c), which are relevant for many capital raising activities that finders may be involved in.
FINRA Regulations: Rules and regulations set by the Financial Industry Regulatory Authority governing broker-dealer activities and professional conduct in securities transactions.
Investment Advisers Act of 1940: Federal law governing investment advisers, including registration requirements and fiduciary duties that may apply if the finder's activities cross into investment advice.
SEC Rule 10b-5: Anti-fraud provision prohibiting any act or omission resulting in fraud or deceit in connection with the purchase or sale of any security.
State Contract Laws: General contract law principles and requirements that govern the formation and enforcement of the finder's fee agreement at the state level.
Statute of Frauds: State law requirements that certain contracts must be in writing to be enforceable, which typically applies to finder's fee agreements.
